Common use of Negative Response Clause in Contracts

Negative Response. Should the Sellers’ response be (i) the Sellers’ total a partial opposition to accepting the Indemnifiable Damages or paying for their amount; (ii) to reject that the Third-Party Claim could eventually lead to Indemnifiable Damages; or (iii) when the Sellers do not respond to or ignore the Notice of Claim, or when they respond elusively or ambiguously, or when they do not clearly give a positive response as set forth in section (b) hereunder, then the Buyer, the Holding Companies or the Matchmind Group Companies in question may exercise the defense they may deem most suitable against the Third-Party Claim, including reaching a settlement (through the courts or out of them) or putting up a defense against the claim, without the Sellers having any right to limit in any way whatsoever this entitlement of the Buyer. Notwithstanding the above, the Buyer may not acquiesce to the Third-Party claim without the Sellers’ express written consent, which may not be unreasonably withheld. The defense by the Buyer, the Holding Companies or the Matchmind Group Companies against the Third-Party Claim shall be construed to be without prejudice to the Buyer’s right to initiate the procedure set forth in Clause 15.2 at any moment from the Sellers’ response (express or through silence). The Sellers, either directly or through the advisors they may appoint, shall be entitled to be regularly informed about the course of the Third-Party Claim in question.

Negative Response. Should the Sellers’ response be (i) the Sellers’ total a or partial opposition to accepting the Indemnifiable Damages or paying for their the claim’s amount; (ii) to reject that the Third-Party Claim could eventually lead to Indemnifiable Damages; or (iii) when the Sellers do not respond to or ignore the Notice of Claim, or when they respond the Sellers elusively or ambiguouslyambiguously respond, or when they the Sellers do not clearly give a positive response as of the ones set forth in section (b) hereunder, then the Buyer, the Holding Companies Buyer or the Matchmind Group Companies in question may exercise the defense they may deem most suitable against the Third-Party Claim, including reaching a settlement (through the courts or out of them) or putting up a defense against the claim, without the Sellers having any right to limit in any way whatsoever this entitlement of the Buyer. Notwithstanding the above, the Buyer may not acquiesce to the Third-Party claim without the Sellers’ express written consent, which may not be unreasonably withheld. The defense by the Buyer, Buyer or the Holding Companies or of the Matchmind Group Companies against the Third-Party Claim shall be construed to be without prejudice to the Buyer’s right to initiate the procedure set forth in Clause 15.2 13.2 at any moment from the Sellers’ Seller’s response (express or through silence). The Sellers, either directly or through the advisors they the Sellers may appoint, shall be entitled to be regularly informed about the course of the Third-Party Claim in question.